vote count determines length of time

Started by ParrisG • 21 replies • 308 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

ParrisG (North Carolina)
Posts: 9

Posted:

Does anyone know of ByLaws that state that a director receiving the least number of votes serves a different period of time than the others. For example, say there are 3 people running for re-election. When the votes are counted, one director gets fewer votes than the rest. Then that director serves a 1 year term while the others get a 2 year term.

MaxB4
Posts: 3,513

Posted:

That should only happen at the initial election of directors.

KerryL1 (California)
Posts: 14,550

Posted:

What do your Bylaws say? Ours require staggered terms, so we have had cases that to meet that requirement, the lowest vote getter served one year & the 2 others two years. This was on the advice our our HOA attorney.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Parris

What your Bylaws say is the issue, not what other Bylaws say. We have a BOD of five with staggered terms. In our first BOD Election (7 years ago) we said highest three vote getters get a two year term and the lowest two vote getters get a one year term. While not in out Bylaws, it is what we did and all were happy.

We delayed our BOD meeting last year and the five on the BOD stayed in place. At our recent in person Annual Meeting we had an election for all five BOD Members and we used the above procedure. All felt it was the the "fair" thing to do, no one objected.

AugustinD
Posts: 1,027

Posted:

ParrisG, I think the only thing that matters is (1) like the others day, what your bylaws say; and (2) what actually happened. If your Bylaws are silent, then the Board should have set reasonable rules for who gets what term (like top vote-getters get the longer terms) and publicized these rules to owners in the notice for the annual meeting and again at the meeting itself.

Is there now a dispute about this? If so, please consider describing it.

MichaelT21 (Arkansas)
Posts: 462

Posted:

Is this yet another HOA with competitive elections?

If so, can some of these engaged and active community members to to our HOA??

SheliaH (Indiana)
Posts: 6,964

Posted:

That doesn't make sense. It's one thing if someone was elected to serve out the term of a board member who resigned early. Usually the board would appoint someone to fill the slot until the election when the former member would be up for a new term if reelected at that time.

Read your documents again - it may be someone has a horrible misunderstanding or is trying a power grab and has to be stopped

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

MichaelT21 (Arkansas)
Posts: 462

Posted:

It actually is a common thing from what I have read here.

The problem is with staggered 2 year elections is that people have to keep track of when the term of their Board position ends. That is simple enough if no one resigns mid-term. But if there are a string of resignations, probably nobody remembers when Betty's position ends. Then it is easiest to say we start fresh and the lowest vote getter gets the shorter term, so we can stick with staggered elections.

There are a lot of things that are difficult being on a volunteer board with an ever evolving group of people. Trying to keep track of the ending date of the term is one of the more difficult things in my opinion.

KerryL1 (California)
Posts: 14,550

Posted:

It's truly not difficult keeping track of 2-year terms. If no one really cannot "remember," minutes from the annul meeting will tell them and also other sources, e.g., newsletters.

When this has happened to us, the vacancy replacement only serves until the next election, not till the end of the term. I prefer this for a couple of reasons: It gives someone a chance to try out the position without committing to two-full years; if the replacement is worthless or worse, s/he can be replaced without waiting for a really long time.

MichaelT21 (Arkansas)
Posts: 462

Posted:

Quote:

Posted By KerryL1 on 11/05/2022 4:34 PM
It's truly not difficult keeping track of 2-year terms. If no one really cannot "remember," minutes from the annul meeting will tell them and also other sources, e.g., newsletters.

When this has happened to us, the vacancy replacement only serves until the next election, not till the end of the term. I prefer this for a couple of reasons: It gives someone a chance to try out the position without committing to two-full years; if the replacement is worthless or worse, s/he can be replaced without waiting for a really long time.

It's simple for a skilled and dedicated board member, such as me.

But if the board is a disaster show, which describes many HOA boards, keeping track of when each person's term ends is a difficult and onerous task.

It would be no issue for a professional property manager if he/she was directed to keep track of this information.

MichaelT21 (Arkansas)
Posts: 462

Posted:

Also, I read the by-laws of our HOA and they say that the vacancy gets filled until the term ends, not filled until the next election. Thus, a board who opts to have it filled at the next election may be violating their CC&Rs if their decision is not backed by the CC&Rs.

KerryL1 (California)
Posts: 14,550

Posted:

Oh, MichaelT, do your CC&Rs say anything about director terms? Or filling vacancies between annual meetings? Can you provide a CC&R citation?

I do know some, maybe most bylaws, say vacancies that are filled between annual meetings serve until the terms ends.

MichaelT21 (Arkansas)
Posts: 462

Posted:

Quote:

Posted By KerryL1 on 11/05/2022 5:18 PM
Oh, MichaelT, do your CC&Rs say anything about director terms? Or filling vacancies between annual meetings? Can you provide a CC&R citation?

I do know some, maybe most bylaws, say vacancies that are filled between annual meetings serve until the terms ends.

I can provide a citation, but I won't because I don't have a need to. I read through ours 3x over when we had a vacancy. They clearly say that a director nominated by the remainder of the Board serves until the end of the term.

MaxB4
Posts: 3,513

Posted:

Quote:

The citation would be in the Bylaws, NOT the CCRs. You should know that.

MichaelT21 (Arkansas)
Posts: 462

Posted:

Kerry,

from our by-laws:

"In the event of the death, disability or resignation of an elected director, a vacancy may be
declared by the Board, and it may appoint a successor to the
director who vacated the position who shall serve for the remainder
of the term of such director."

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By MichaelT21 on 11/06/2022 5:39 AM
Kerry,

from our by-laws:

"In the event of the death, disability or resignation of an elected director, a vacancy may be
declared by the Board, and it may appoint a successor to the
director who vacated the position who shall serve for the remainder
of the term of such director."

This is almost word for word from our Bylaws. "Serves for the remainder of the term."

KerryL1 (California)
Posts: 14,550

Posted:

Look, MichaelT, I believed you when you said replacement would serve until the end of the term. This is VERY common.

Your mistake was claiming this was in your CC&Rs. When these mistakes are made, readers who are new to HOA life may think that such matters ARE in the CC&Rs. But in the very remote chance your CC&Rs are different than probably all others, I asked for the citation.

You did cite your Bylaws on this point. Thank you.

MichaelT21 (Arkansas)
Posts: 462

Posted:

Quote:

Posted By KerryL1 on 11/06/2022 8:38 AM
Look, MichaelT, I believed you when you said replacement would serve until the end of the term. This is VERY common.

Your mistake was claiming this was in your CC&Rs. When these mistakes are made, readers who are new to HOA life may think that such matters ARE in the CC&Rs. But in the very remote chance your CC&Rs are different than probably all others, I asked for the citation.

You did cite your Bylaws on this point. Thank you.

OK. So you and Max and I will disagree on this forever, and I might as well explain.

Our "Declaration of Covenants, Conditions, and Restrictions" a single document that combines both CC&Rs and By-laws. The first portion of the declaration is what is commonly called CC&Rs and the second portion is the part that is commonly called the by-laws. The CC&Rs are pages 1 through 55 of the document. The by-laws start on Page 56 and run through 72. As far as I care, the documents are one and the same, and thus, I refer to the two interchangeably.

Looking at the details, there is a minor difference in how the two portions of the CC&Rs/By-Laws can be revised. The CC&R portion requires an affirmative vote of 2/3 of the all homeowners while the by-laws requires an affirmative vote of the majority of homeowners. Both are very tall bars to cross and not really feasible, so I honestly don't see why it matters if a rule is listed in the CC&R portion or the by-law portion of the document. They are one and the same from a practical purpose.

If someone can explain how it makes a practical different to running our organization, I would really appreciate it.

BillH10 (Texas)
Posts: 1,217

Posted:

Folks, to get back on track with the question of the OP, I would like to add that I have personally seen many association documents which stipulate the replacement (presumably appointed) director shall serve until the next Annual Meeting of the Association.

In some cases, if the term of the vacant director is to expire at the next annual meeting, the termination of service is the same.

If the term does not expire at the next Annual Meeting, and has a year or two left to go, the appointee must then run, along with any other interested candidate, for election to the unexpired term of the director seat at the Annual Meeting.

Let us assume another seat on the Board naturally expires at the same time. This means two seats are vacant. That being the case, if there are two vacant seats, how does one determine which elected candidate should fill which seat? One is a natural director term, the other is filling a seat for a portion of an unexpired term. The terms are most likely of unequal length. Typically, the candidates do not identify which board seat for which they are running.

I have seen associations seat a director in the naturally expiring seat with the candidate who garnered the most votes. I have also seen the two who garnered the most votes flip a coin if both received the same number of votes--or even if the vote counts were not equal. Of course, a 'run-off' could also be an option.

MaxB4
Posts: 3,513

Posted:

Parris

You or somebody lese need to read the Bylaws. What you are describing is what happens at the initial or first election of director after turnover from the developer. After that it appears those elected should serve two year terms which would be staggered if you have just a three person board.

SheliaH (Indiana)
Posts: 6,964

Posted:

Quote:

Posted By MichaelT21 on 11/05/2022 4:55 PM

It's simple for a skilled and dedicated board member, such as me.

But if the board is a disaster show, which describes many HOA boards, keeping track of when each person's term ends is a difficult and onerous task.

It would be no issue for a professional property manager if he/she was directed to keep track of this information.

Meh. It may be hard for you (because you overthink EVERYTHING), but as Kerry says it’s not as complicated as people think. The problem is people are too dense to WRITE the results down and check a damned calendar to note when terms begin and end. Once you know when terms start and end, put that on the website somewhere so people know if/when they’d like to run or how much time will be left in a term if someone steps down. Yes, you could have a property manager keep track, but really this is the board’s responsibility (can't they do SOMETHING besides showing up once a month and deciding how to spend money?)

At one point, we had a similar problem in our community, so our board president and moi sat down and looked at two or three years worth of board meeting minutes and mapped out who was elected or appointed when up to the present day and then showed everyone the results. At the end of the year, we’d check who was up for re-election (we also have staggered terms) and ask the appropriate board members if they were planning on running again. If not, we could say Mr. A will not be running for re-election, the board thanks him for his service, and if anyone’s interested in running for the spot, let us know.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kerry

Our Covenants, Bylaws, and Rules & Regulation are physically in one document and all are recorded as one document. While they are legally 3 different docs, few of our owners call them by their individual name. To the majority of our owners they are The Covenants. I no longer bother to explain the differences as I just know when an owner says in the covenants, it could be anywhere.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here